General Terms and Conditions of Sale
of Norman Health Products & Services B.V.

1. GENERAL
(a) Subject to clause 1(b), these Terms and Conditions are the only Terms and Conditions upon which
Norman Health Products & Services B.V., registered with number 71969226 in the Dutch Chamber of
Commerce (referred to as the Seller), is prepared to sell to customers (referred to as the Purchaser)
its products (referred to as the Goods) and they shall govern the sale of Goods to the entire exclusion
of any other express or implied conditions.
(b) These Terms and Conditions may be modified by the Seller only; no other action on the part of
the Seller (including delivery of the Goods) shall be construed as an acceptance of any other
conditions. Any change in the Terms and Conditions will be notified to the Purchaser in due course.
(c) By placing an order to the Seller, the Purchaser confirms its full compliance with all regulatory and
compliance requirements as well as the ability of the widest possible territorial coverage of the
market and rapid delivery of a wide range of the Seller’s Goods to the clients of Purchaser.

2. PRICE
(a) The price payable for the Seller’s products shall be the Seller’s price in force on the date of
delivery based on the Seller’s price list. Any changes in the price list will be notified in due course.
(b) Orders of the Goods must be sent by Purchaser to the e-mail indicated by Seller.

3. PAYMENT
(a) Payment of the price must be made under the term indicated in the invoice following the date of
the invoice unless authorized otherwise in writing in advance by an authorized representative of the
Seller. The Seller has the right to ask for the prepayment of the Goods.
(b) No payment shall be deemed to have been received until the Seller has received cleared funds.
(c) Should payment not be made within the specified time, the Seller may charge the Purchaser
commercial interest based on article 6:119a of the Dutch Civil Code until the sum due is paid in full,
to include legal costs of any recovery.

4. DELIVERIES
(a) The Goods will be delivered to the address specified for that purpose in the Purchaser’s order.
(b) The Seller reserves the right to withhold the delivery of the Goods if any sum due to the Seller
under this or any other contract is overdue or if, in the opinion of the Seller, the credit standing of
the Purchaser has been impaired for any other reason, until such time as payment is received.
(c) The Seller shall deliver the quantities ordered in the amount of not more than ten percent (10%)
above or below the quantity specified by the Purchaser in each order. lf for reasons of sourcing
and/or production the produced quantities will be more than 10% above the quantity specified by
the Purchaser in the order, the Seller will inform the Purchaser in writing once the Seller has
knowledge of this, and the Purchaser can decide in writing if the Purchaser wants to accept the
additional quantity.
(d) Any delivery date provided by Seller is indicative and may fluctuate.

5. STORAGE CONDITIONS
(a) All the Seller’s Goods shall be stored by the Purchaser in appropriate storage conditions for such
sort of products.
(b) The Purchaser shall also have regularly reviewed and updated written procedures in place to
ensure controlled conditions during storage and transportation of the Goods.
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6. RISKS
(a) Risk in the Goods shall pass to the Purchaser when they are delivered in accordance with clause
4(a).

7. RETURNS & RECALLS
(a) Returned Goods will not be accepted without the prior written consent of the Seller, except in
case of any product recalls due to regulatory issues that are being undertaken at the sole discretion
of the Seller or upon any decisions of the local competent authorities. In case of product recalls for
regulatory issues, the Purchaser shall act upon in accordance with the Seller’s instructions.
(b) Subject to clause 7(c), if any of the Goods are shown to the satisfaction of the Seller to have been
defective at the time of delivery to the Purchaser, the Seller will at its option replace the defective
Goods or refund that part of the Price which was paid for them.
(c) The foregoing shall not apply:
(i) to Goods which, in the Seller’s opinion, have been rendered defective by misuse or neglect on the
part of the Purchaser (including, but not limited to, failure on the part of the Purchaser to comply
with the Seller’s recommended storage conditions);
(ii) to Goods marked with an expiry date and in respect of which no claim is made by the Purchaser
until after that date has passed.
(d) Any claim in respect of a defect that ought to be discovered on delivery of the Goods shall be
made within seven working days of delivery to the Purchaser.

8. FORCE MAJEURE
(1) The Seller shall not be liable for any loss or damage caused by delay in the performance or nonperformance
of any of its obligations hereunder where the same is occasioned by any cause
whatsoever that is beyond the Seller’s control including but not limited to an Act of God; civil
disturbance, requisitioning, governmental or parliamentary restrictions, prohibitions or enactments
of any kind; import or export regulations; strike, lock-out, or trade dispute (whether involving its own
employees or those of any other person); difficulties in obtaining workmen or materials; breakdown
of machinery; fire or accident; pandemic or epidemic. Should any such event occur the Seller may
cancel or suspend these Terms and Conditions without incurring any liability for any loss or damage
thereby occasioned.

9. LIABILITY
(a) The Purchaser warrants that in performing its obligations regarding the Goods, the Purchaser will
comply in all material respects with all applicable laws, rules and regulations, including those related
to marketing of the Goods.
(b) The Purchaser warrants, that it will be solely responsible for all labels it produces and/or affixes
itself, or has produced and/or affixed on its behalf by Seller to the Goods.
(c) In the event that the Goods and/or the packaging of the Goods are defective, Seller shall at the
first request of the Purchaser and at Seller’s own expense, replace the defective Goods by immediate
delivery of goods free of defects. In any event resulting the Product and/or the packaging of the
Product is defective, Seller is only liable to the extent Seller’s insurance company reimburses. The
Seller is in no case liable for indirect damages of the Purchaser, including but not limited to loss of
turnover.
(d) Purchaser is responsible for the artworks and designs (image and written content) of Goods’
labels and packaging, and it ensures that language, artworks and designs will comply with the laws
and regulations (as well as of any modifications or amendment to them) in force in the territory
where the Goods will be sold. Purchaser will defend, indemnify and hold harmless Seller from and
against any and all claims, suits, actions, assessments, fines, damages, liabilities, losses, costs and
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expenses of any nature (including reasonable attorney’s fees) asserted against, suffered or incurred
by Seller which result from or rise out of the use of Purchaser’s artworks and designs.

10. THIRD-PARTY LABORATORY
(a) In the event of discrepancy about the conformity of the Goods, Seller and Purchaser will submit
samples of the affected Goods to an external and accredited independent laboratory who will test
the quality of the affected Goods. If the results of the said laboratory confirm that the Goods
conform to the specifications the parties agreed upon, then the Purchaser shall pay the costs of the
laboratory services and accept the Goods. If, by contrast, the results of the said laboratory confirm
that the affected Goods do not conform to the specifications the parties agreed upon, then Seller
shall pay the costs of the laboratory services, collection and/or destruction of the non-conformity
Goods, as well as the costs arising from replacement of the Goods.

11. INTELLECTUAL PROPERTY
(a) Seller owns the intellectual and industrial property (technology, trade secrets, know-how, patent,
specifications, etc.) used in the manufacturing process of the Goods.

12. OTHER TERMS AND CONDITIONS
(a) The Purchaser confirms that it possesses business continuity plans for its warehousing and
distribution service in order to maintain supply of product in case of exceptional circumstances e.g.
fire, industrial action, bankruptcy.
(b) By placing an order to the Seller, the Purchaser agrees to the Seller performing credit checks by
whatever means it deems appropriate.
(c) Each right or remedy of the Seller under these Terms and Conditions is without prejudice to any
other right or remedy of the Seller whether under these Terms and Conditions or not.
(d) If any provision of these Terms and Conditions is found by any court, tribunal or administrative
body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or
unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability
or unreasonableness be deemed severable and the remaining provisions of these Terms and
Conditions and the remainder of such provision shall continue in full force and effect.
(e) Orders sent by Purchasers do not become definitive until they are accepted by the Seller.

13. INDEPENDENT PARTY
(a) The Purchaser will purchase the Goods from the Seller for its own account and will resell in its
own name and for its own account and risk. More in particular, the Purchaser shall assume all credit
risks in relation to its sales of Goods.

14. LAW
(a) These Terms and Conditions shall be governed by and construed in accordance with the laws of
the Netherlands.
(b) All disputes that may arise out of or in connection with these Terms and Conditions and/or with
all agreements between Seller and Purchaser shall be resolved by the competent court in
Amsterdam.